<PAGE> 1
As filed with the Securities and Exchange Commission on April 24, 2000.
Registration No. ____________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
CNET NETWORKS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3696170
- ------------------------------- -------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
150 CHESTNUT
SAN FRANCISCO, CALIFORNIA 94111
(415) 364-8000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
-----------------------
MYSIMON INC. AMENDED AND RESTATED 1998 STOCK PLAN(1)
(Full title of the Plan)
-----------------------
SHELBY W. BONNIE COPY TO:
CHIEF EXECUTIVE OFFICER R. CLAYTON MULFORD
CNET NETWORKS, INC. HUGHES & LUCE, L.L.P.
150 CHESTNUT 1717 MAIN STREET, SUITE 2800
SAN FRANCISCO, CALIFORNIA 94111 DALLAS, TEXAS 75201
(415) 364-8000 (214) 939-5416
(Name, address, and telephone number,
including area code, of agent for service)
-----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------- -------------------- ----------------------- ---------------------- ----------------------
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF CLASS OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(2) PER SHARE(3,4) OFFERING PRICE(3,4) FEE(4)
- --------------------------- -------------------- ----------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Shares of Common Stock,
$0.0001 par value per 1,684,025 $24.75 $41,681,861 $11,004
share
- --------------------------- -------------------- ----------------------- ---------------------- ----------------------
</TABLE>
- ---------------------------
(1)MySimon Inc. is a California corporation and newly acquired subsidiary of the
Registrant. Outstanding options issued under this plan are being replaced with
options to acquire shares of the Registrant's common stock.
(2)Pursuant to Rule 416, promulgated under the Securities Act of 1933, as
amended, this registration statement is deemed to include additional shares of
the Registrant's common stock to be offered or sold pursuant to the antidilution
provisions of the mySimon Inc. Amended and Restated 1998 Stock Plan (the
"Plan").
(3)Estimated solely for the purpose of calculating the registration fee.
(4)Calculated pursuant to Rule 457(c) and (h) of the Securities Act.
Accordingly, the price per share of the common stock offered hereunder pursuant
to the Plan is based upon (i) 1,399,889 shares of common stock reserved for
issuance under the Plan that are not currently subject to outstanding stock
options, at a price per share of $25.50, which is based upon the average of the
high and low prices reported for the common stock on the Nasdaq National Market
System on April 17, 2000; and (ii) the following 284,136 shares of common stock
reserved for issuance under the Plan subject to stock options already granted
thereunder at the following prices:
<TABLE>
<CAPTION>
Number of Shares of Common Stock
Reserved for Issuance Exercise Price per Share
- -------------------------------- ------------------------
<S> <C>
5,579 $0.07
3,093 $1.08
114,188 $1.18
19,043 $3.36
26,929 $25.21
115,304 $44.26
</TABLE>
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be filed with this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents, which have been previously filed with the
Securities and Exchange Commission (the "Commission") by CNET Networks, Inc.
(the "Company"), are incorporated by reference in this Registration Statement:
(a) The Company's 1999 annual report on Form 10-K for the fiscal year
ended December 31, 1999.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December
31, 1999.
(c) The description of the Company's common stock, par value $.0001 per
share (the "Common Stock"), contained in Form 8-A filed June 26, 1996, including
any amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement, which indicates that
all of the shares of Common Stock offered have been sold or which deregisters
all of such shares then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
<PAGE> 3
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Amended and Restated Certificate of Incorporation and
Amended and Restated Bylaws provide that an officer or director who is made a
party to or is threatened to be made a party to or is otherwise involved in any
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative (hereinafter a "proceeding"), by reason of the fact that he or she
is or was an officer or a director of the Company or is or was serving at the
request of the Company as a director or an officer of another entity shall be
indemnified and held harmless by the Company to the fullest extent authorized by
the Delaware General Corporation Law ("DGCL") against all expense, liability,
and loss reasonably incurred or suffered by such person in connection therewith.
The right to indemnification includes the right to be paid by the Company for
expenses incurred in defending any such proceeding in advance of its final
disposition. Officers and directors are not entitled to indemnification if such
persons did not meet the applicable standard of conduct set forth in the DGCL
for officers and directors.
Insofar as indemnification by the Company for liabilities arising under
the Securities Act of 1933, as amended (the "Securities Act"), may be permitted
to directors, officers, or persons controlling the Company pursuant to the
foregoing provisions, the Company has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits listed in the attached Index to Exhibits are either filed
herewith or incorporated by reference as a part of this Registration Statement.
<PAGE> 4
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
<PAGE> 5
(c) Insofar as indemnification by the registrant for liabilities
arising under the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions described in
Item 6, or otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Francisco, State of California, on
April 20, 2000.
CNET NETWORKS, INC.
By: /s/ Douglas N. Woodrum
----------------------------------
Name: Douglas N. Woodrum
Title: Executive Vice President and
Chief Financial Officer
<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Exhibit
- -------------- --------------------------------------------------------------
<S> <C>
4.1 Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 of the
Company's Registration Statement on Form SB-2, Registration
No. 333-4752-LA)
4.2 Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.2 of the Company's Registration
Statement on Form SB-2, Registration No. 333-4752-LA)
4.3* mySimon Inc. Amended and Restated 1998 Stock Plan
4.4* Certificate of Merger of CNET Sub, Inc. and mySimon Inc.
4.5* Form of Option Exchange Mailing Documents (Letter to mySimon
Shareholders and Letter of Transmittal)
5.1* Opinion of Counsel to CNET Networks, Inc.
23.1* Consent of Counsel to CNET Networks, Inc. (Contained in
Exhibit 5.1)
23.2* Consent of KPMG L.L.P.
24.1* Power of Attorney
</TABLE>
* Filed herewith
<PAGE> 1
MYSIMON INC.
AMENDED AND RESTATED
1998 STOCK PLAN
EFFECTIVE FEBRUARY 29, 2000
1. Purpose of the Plan. The purpose of this Plan is to attract and
retain the best available personnel for positions of substantial responsibility,
to provide additional incentive to Employees, Directors, Officers and
Consultants and to promote the success of the Corporation's business. Options
granted under the Plan may be Incentive Stock Options or Nonstatutory Stock
Options, as determined by the Administrator at the time of grant. Stock Purchase
Rights may also be granted under the Plan.
2. Definitions. As used herein, the following definitions shall apply:
(a) "Administrator" means the Board or a Committee appointed
by the Board which shall administer the Plan in accordance with Section 4
hereof.
(b) "Applicable Laws" means the requirements relating to the
administration of stock option plans under U.S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable laws of
any other country or jurisdiction where Options or Stock Purchase Rights are
granted under the Plan.
(c) "Board" means the Board of Directors of the Corporation.
(d) "Code" means the Internal Revenue Code of 1986, as
amended.
(e) "Committee" means a committee of Directors of the
Corporation appointed by the Board to administer the Plan in accordance with
Section 4 hereof.
(f) "Common Stock" means the Common Stock, $.0001 par value
per share, of the Corporation. Except as otherwise provided herein, all Common
Stock issued pursuant to the Plan shall have the same rights as all other issued
and outstanding shares of Common Stock, including, but not limited to, voting
rights, the rights to dividends, if declared and paid, and the right to pro rata
distributions of the Corporation's assets in the event of liquidation.
(g) "Company" means mySimon Inc., a wholly-owned subsidiary of
the Corporation.
(h) "Consultant" means any person who is engaged by the
Corporation, the Company or any other Subsidiary to render consulting or
advisory services to the Corporation, the Company or any other Subsidiary.
(i) "Corporation" means CNET Networks, Inc., a Delaware
corporation and parent of the Company.
(j) "Director" means a member of the Board of Directors of the
Corporation, the Company or any other Subsidiary.
(k) "Disability" means total and permanent disability as
defined in Section 22(e)(3) of the Code.
(l) "Employee" means any person, including Officers and
Directors, employed by the Corporation, the Company or any other Subsidiary. A
Service Provider shall not cease to be an Employee in the case of (i) any leave
of absence approved by the Corporation, the Company or any other Subsidiary, or
(ii) transfers
<PAGE> 2
between locations of the Corporation, the Company, any other Subsidiary or any
successor. For purposes of Incentive Stock Options, no such leave may exceed
ninety days, unless reemployment upon expiration of such leave is guaranteed by
statute or contract. If reemployment upon expiration of an approved leave of
absence is not so guaranteed, on the 181st day of such leave any Incentive Stock
Option held by the Optionee shall cease to be treated as an Incentive Stock
Option and shall be treated for tax purposes as a Nonstatutory Stock Option.
Neither service as a Director nor payment of a director's fee by the
Corporation, the Company or any other Subsidiary shall be sufficient to
constitute "employment" by the Corporation, the Company or any other Subsidiary.
(m) "Exchange Act" means the Securities Exchange Act of 1934,
as amended.
(n) "Fair Market Value" means, as of any date, the value of
Common Stock determined as follows:
(i) If the Common Stock is listed on any established
stock exchange or a national market system, including without limitation the
Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market,
its Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system for
the last market trading day prior to the time of determination, as reported in
The Wall Street Journal or such other source as the Administrator deems
reliable;
(ii) If the Common Stock is regularly quoted by a
recognized securities dealer but selling prices are not reported, its Fair
Market Value shall be the mean between the high bid and low asked prices for the
Common Stock on the last market trading day prior to the day of determination;
or
(iii) In the absence of an established market for the
Common Stock, the Fair Market Value thereof shall be determined in good faith by
the Administrator.
(o) "Incentive Stock Option" means an Option intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code.
(p) "Nonstatutory Stock Option" means an Option not intended
to qualify as an Incentive Stock Option.
(q) "Officer" means a person who is an officer of the
Corporation, the Company or any other Subsidiary, within the meaning of Section
16 of the Exchange Act and the rules and regulations promulgated thereunder.
(r) "Option" means a stock option granted pursuant to the
Plan.
(s) "Option Agreement" means a written or electronic agreement
between the Corporation and an Optionee evidencing the terms and conditions of
an individual Option grant. The Option Agreement is subject to the terms and
conditions of the Plan.
(t) "Option Exchange Program" means a program whereby
outstanding Options are exchanged for Options with a lower exercise price.
(u) "Optioned Stock" means the Common Stock subject to an
Option or a Stock Purchase Right.
(v) "Optionee" means the holder of an outstanding Option or
Stock Purchase Right granted under the Plan.
(w) "Plan" means this Amended and Restated 1998 Stock Plan, as
amended from time to time.
(x) "Restricted Stock" means shares of Common Stock acquired
pursuant to a grant of a Stock Purchase Right under Section 11 below.
<PAGE> 3
(y) "Section 16(b)" means Section 16(b) of the Securities
Exchange Act of 1934, as amended.
(z) "Service Provider" means an Employee, Director, Officer or
Consultant.
(aa) "Share" means a share of the Common Stock, as adjusted in
accordance with Section 12 below.
(bb) "Stock Purchase Right" means a right to purchase Common
Stock pursuant to Section 11 below.
(cc) "Subsidiary" means a "subsidiary corporation" of the
Corporation, whether now or hereafter existing, as defined in Section 424(f) of
the Code.
3. Stock Subject to the Plan. Subject to the provisions of Section 12
of the Plan, the maximum aggregate number of Shares which may be subject to
Options or Stock Purchase Rights and sold under the Plan is 1,684,025 Shares.
The Shares may be authorized but unissued, or reacquired Common Stock.
If an Option or Stock Purchase Right expires or becomes
unexercisable without having been exercised in full, or is surrendered pursuant
to an Option Exchange Program, the unpurchased Shares which were subject thereto
shall become available for future grant or sale under the Plan (unless the Plan
has terminated). However, Shares that have actually been issued under the Plan,
upon exercise of either an Option or Stock Purchase Right, shall not be returned
to the Plan and shall not become available for future distribution under the
Plan, except that if Shares of Restricted Stock are repurchased by the
Corporation at their original purchase price, such Shares shall become available
for future grant under the Plan.
4. Administration of the Plan.
(a) Administrator. The Plan shall be administered by the Board
or a Committee appointed by the Board, which Committee shall be constituted to
comply with Applicable Laws.
(b) Powers of the Administrator. Subject to the provisions of
the Plan and, in the case of a Committee, the specific duties delegated by the
Board to such Committee, and subject to the approval of any relevant
authorities, the Administrator shall have the authority in its discretion:
(i) to determine the Fair Market Value;
(ii) to select the Service Providers to whom Options
and Stock Purchase Rights may from time to time be granted hereunder;
(iii) to determine the number of Shares to be covered
by each such award granted hereunder;
(iv) to approve forms of agreement for use under the
Plan;
(v) to determine the terms and conditions of any
Option or Stock Purchase Right granted hereunder. Such terms and conditions
include, but are not limited to, the exercise price, the time or times when
Options or Stock Purchase Rights may be exercised (which may be based on
performance criteria), any vesting acceleration or waiver of forfeiture
restrictions, and any restriction or limitation regarding any Option or Stock
Purchase Right or the Common Stock relating thereto, based in each case on such
factors as the Administrator, in its sole discretion, shall determine;
(vi) to determine whether and under what
circumstances an Option may be settled in cash under subsection 9(e) instead of
in Common Stock;
<PAGE> 4
(vii) to reduce the exercise price of any Option to
the then current Fair Market Value if the Fair Market Value of the Common Stock
covered by such Option has declined since the date the Option was granted;
(viii) to initiate an Option Exchange Program;
(ix) to prescribe, amend and rescind rules and
regulations relating to the Plan, including rules and regulations relating to
sub-plans established for the purpose of qualifying for preferred tax treatment
under foreign tax laws;
(x) to allow Optionees to satisfy withholding tax
obligations by electing to have the Corporation withhold from the Shares to be
issued upon exercise of an Option or Stock Purchase Right that number of Shares
having a Fair Market Value equal to the amount required to be withheld. The Fair
Market Value of the Shares to be withheld shall be determined on the date that
the amount of tax to be withheld is to be determined. All elections by Optionees
to have Shares withheld for this purpose shall be made in such form and under
such conditions as the Administrator may deem necessary or advisable; and
(xi) to construe and interpret the terms of the Plan
and awards granted pursuant to the Plan.
(c) Effect of Administrator's Decision. All decisions,
determinations and interpretations of the Administrator shall be final and
binding on all Optionees.
5. Eligibility.
(a) Nonstatutory Stock Options and Stock Purchase Rights may
be granted to Service Providers. Incentive Stock Options may be granted only to
Employees.
(b) Each Option shall be designated in the Option Agreement as
either an Incentive Stock Option or a Nonstatutory Stock Option. However,
notwithstanding such designation, to the extent that the aggregate Fair Market
Value of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Optionee during any calendar year (under
all plans of the Corporation, the Company and any other Subsidiary) exceeds
$100,000, such Options shall be treated as Nonstatutory Stock Options. For
purposes of this Section 5(b), Incentive Stock Options shall be taken into
account in the order in which they were granted. The Fair Market Value of the
Shares shall be determined as of the time the Option with respect to such Shares
is granted.
(c) Neither the Plan nor any Option or Stock Purchase Right
shall confer upon any Optionee any right with respect to continuing the
Optionee's relationship as a Service Provider with the Corporation, the Company
or any other Subsidiary, nor shall it interfere in any way with his or her right
or the Corporation's, the Company's or the Subsidiary's right to terminate such
relationship at any time, with or without cause.
6. Term of Plan. The Plan became effective upon its adoption by the
board of directors of the Company on June 11, 1998. It shall continue in effect
for a term of ten (10) years from that date, unless sooner terminated under
Section 14 of the Plan. The Plan as amended and restated herein shall become
effective on February 29, 2000.
7. Term of Option. The term of each Option shall be stated in the
Option Agreement; provided, however, that the term shall be no more than ten
(10) years from the date of the grant thereof.
In the case of an Incentive Stock Option granted to an
Optionee who, at the time the Option is granted, owns stock representing more
than ten percent (10%) of the voting power of all classes of stock of the
Corporation, the term of the Option shall be five (5) years from the date of
grant, or such shorter term as may be provided in the Option Agreement.
<PAGE> 5
8. Option Exercise Price and Consideration.
(a) The per share exercise price for the Shares to be issued
upon exercise of an Option shall be such price as is determined by the
Administrator, but shall be subject to the following:
(i) In the case of an Incentive Stock Option
(A) granted to an Employee who, at the time
of grant of such Option, owns stock representing more than ten percent (10%) of
the voting power of all classes of stock of the Corporation, the exercise price
shall be no less than 110% of the Fair Market Value per Share on the date of
grant.
(B) granted to any other Employee, the per
Share exercise price shall be no less than 100% of the Fair Market Value per
Share on the date of grant.
(ii) In the case of a Nonstatutory Stock Option, the
per Share exercise price shall be no less than 85% of the Fair Market Value per
Share on the date of grant.
(iii) Notwithstanding the foregoing, Options may be
granted with a per Share exercise price other than as required above pursuant to
a merger or other corporate transaction.
(b) The consideration to be paid for the Shares to be issued
upon exercise of an Option, including the method of payment, shall be determined
by the Administrator (and, in the case of an Incentive Stock Option, shall be
determined at the time of grant). Such consideration may consist of (1) cash,
(2) check, (3) promissory note, (4) other Shares which (i) in the case of Shares
acquired upon exercise of an Option, have been owned by the Optionee for more
than six months on the date of surrender, and (ii) have a Fair Market Value on
the date of surrender equal to the aggregate exercise price of the Shares as to
which such Option shall be exercised, (5) consideration received by the
Corporation under a cashless exercise program implemented by the Corporation in
connection with the Plan, or (6) any combination of the foregoing methods of
payment. In making its determination as to the type of consideration to accept,
the Administrator shall consider whether acceptance of such consideration may be
reasonably expected to benefit the Corporation.
9. Exercise of Option.
(a) Procedure for Exercise; Rights as a Shareholder. Any
Option granted hereunder shall be exercisable according to the terms hereof at
such times and under such conditions as determined by the Administrator and set
forth in the Option Agreement. Except in the case of Options granted to
Directors, Officers and Consultants, Options shall become exercisable at a rate
of no less than 20% per year over five (5) years from the date the Options are
granted. Unless the Administrator provides otherwise, vesting of Options granted
hereunder shall be tolled during any unpaid leave of absence. An Option may not
be exercised for a fraction of a Share.
An Option shall be deemed exercised when the
Corporation receives: (i) written or electronic notice of exercise (in
accordance with the Option Agreement) from the person entitled to exercise the
Option, and (ii) full payment for the Shares with respect to which the Option is
exercised. Full payment may consist of any consideration and method of payment
authorized by the Administrator and permitted by the Option Agreement and the
Plan. Shares issued upon exercise of an Option shall be issued in the name of
the Optionee or, if requested by the Optionee, in the name of the Optionee and
his or her spouse. Until the Shares are issued (as evidenced by the appropriate
entry on the books of the Corporation or of a duly authorized transfer agent of
the Corporation), no right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to the Shares, notwithstanding the exercise
of the Option. The Corporation shall deliver (or cause to be delivered) such
Shares promptly after the Option is exercised. No adjustment will be made for a
dividend or other right for which the record date is prior to the date the
Shares are issued, except as provided in Section 12 of the Plan.
Exercise of an Option in any manner shall result in a
decrease in the number of Shares thereafter available, both for purposes of the
Plan and for sale under the Option, by the number of Shares as to which the
Option is exercised.
<PAGE> 6
(b) Termination of Relationship as a Service Provider. If an
Optionee ceases to be a Service Provider, such Optionee may exercise his or her
Option within such period of time as is specified in the Option Agreement (of at
least thirty (30) days) to the extent that the Option is vested on the date of
termination (but in no event later than the expiration of the term of the Option
as set forth in the Option Agreement). In the absence of a specified time in the
Option Agreement, the Option shall remain exercisable for three (3) months
following the Optionee's termination. If, on the date of termination, the
Optionee is not vested as to his or her entire Option, the Shares covered by the
unvested portion of the Option shall revert to the Plan. If, after termination,
the Optionee does not exercise his or her Option within the time specified by
the Administrator, the Option shall terminate, and the Shares covered by such
Option shall revert to the Plan.
(c) Disability of Optionee. If an Optionee ceases to be a
Service Provider as a result of the Optionee's Disability, the Optionee may
exercise his or her Option within such period of time as is specified in the
Option Agreement (of at least six (6) months) to the extent the Option is vested
on the date of termination (but in no event later than the expiration of the
term of such Option as set forth in the Option Agreement). In the absence of a
specified time in the Option Agreement, the Option shall remain exercisable for
twelve (12) months following the Optionee's termination. If, on the date of
termination, the Optionee is not vested as to his or her entire Option, the
Shares covered by the unvested portion of the Option shall revert to the Plan.
If, after the termination, the Optionee does not exercise his or her Option
within the time specified herein, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.
(d) Death of Optionee. If an Optionee dies while a Service
Provider, the Option may be exercised within such period of time as is specified
in the Option Agreement (of at least six (6) months) to the extent that the
Option is vested on the date of death (but in no event later than the expiration
of the term of such Option as set forth in the Option Agreement) by the
Optionee's estate or by a person who acquires the right to exercise the Option
by bequest or inheritance. In the absence of a specified time in the Option
Agreement, the Option shall remain exercisable for twelve (12) months following
the Optionee's death. If, at the time of death, the Optionee is not vested as to
the entire Option, the Shares covered by the unvested portion of the Option
shall immediately revert to the Plan. If the Option is not exercised within the
time specified herein, the Option shall terminate, and the Shares covered by
such Option shall revert to the Plan.
(e) Buyout Provision. The Administrator may at any time offer
to buy out, for a payment in cash or Shares, an Option previously granted, based
on such terms and conditions as the Administrator shall establish and
communicate to the Optionee at the time that such offer is made.
10. Non-Transferability of Options and Stock Purchase Rights. The
Options and Stock Purchase Rights may not be sold, pledged, assigned,
hypothecated, transferred or disposed of in any manner other than by will or by
the laws of descent or distribution and may be exercised, during the lifetime of
the Optionee, only by the Optionee.
11. Stock Purchase Rights.
(a) Rights to Purchase. Stock Purchase Rights may be issued
alone, in addition to, or in tandem with other awards granted under the Plan
and/or cash awards made outside of the Plan. After the Administrator determines
that it will offer Stock Purchase Rights under the Plan, it shall advise the
offeree in writing or electronically of the terms, conditions and restrictions
related to the offer, including the number of Shares that such person shall be
entitled to purchase, the price to be paid, and the time within which such
person must accept such offer. The terms of the offer shall comply in all
respects with any Applicable Laws. The offer shall be accepted by execution of a
Restricted Stock purchase agreement in the form determined by the Administrator.
(b) Repurchase Option. Unless the Administrator determines
otherwise, the Restricted Stock purchase agreement shall grant the Corporation a
repurchase option exercisable upon the voluntary or involuntary termination of
the purchaser's service with the Corporation, the Company or any other
Subsidiary for any reason (including death or disability). The purchase price
for Shares repurchased pursuant to the Restricted Stock purchase agreement shall
be the original price paid by the purchaser and may be paid by cancellation of
any indebtedness of the purchaser to the Corporation, the Company or any other
Subsidiary. The repurchase option shall lapse at such rate as the Administrator
may determine. Except with respect to Shares purchased by Directors, Officers
and
<PAGE> 7
Consultants, the repurchase option shall in no case lapse at a rate of less than
20% per year over five (5) years from the date of purchase.
(c) Other Provisions. The Restricted Stock purchase agreement
shall contain such other terms, provisions and conditions not inconsistent with
the Plan as may be determined by the Administrator in its sole discretion.
(d) Rights as a Shareholder. Once the Stock Purchase Right is
exercised, the purchaser shall have rights equivalent to those of a shareholder
and shall be a shareholder when his or her purchase is entered upon the records
of the duly authorized transfer agent of the Corporation. No adjustment shall be
made for a dividend or other right for which the record date is prior to the
date the Stock Purchase Right is exercised, except as provided in Section 12 of
the Plan.
12. Adjustments Upon Changes in Capitalization, Merger or Asset Sale.
(a) Changes in Capitalization. Subject to any required action
by the shareholders of the Corporation, the number of shares of Common Stock
covered by each outstanding Option or Stock Purchase Right, and the number of
shares of Common Stock which have been authorized for issuance under the Plan
but as to which no Options or Stock Purchase Rights have yet been granted or
which have been returned to the Plan upon cancellation or expiration of an
Option or Stock Purchase Right, as well as the price per share of Common Stock
covered by each such outstanding Option or Stock Purchase Right, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock, or any other
increase or decrease in the number of issued shares of Common Stock effected
without receipt of consideration by the Corporation. The conversion of any
convertible securities of the Corporation shall not be deemed to have been
"effected without receipt of consideration." Such adjustment shall be made by
the Board, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Corporation
of shares of stock of any class, or securities convertible into shares of stock
of any class, shall affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of shares of Common Stock subject to an
Option or Stock Purchase Right.
(b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Corporation, the Administrator shall notify
each Optionee as soon as practicable prior to the effective date of such
proposed transaction. The Administrator in its discretion may provide for an
Optionee to have the right to exercise his or her Option or Stock Purchase Right
until fifteen (15) days prior to such transaction as to all of the Optioned
Stock covered thereby, including Shares as to which the Option or Stock Purchase
Right would not otherwise be exercisable. In addition, the Administrator may
provide that any Corporation repurchase option applicable to any Shares
purchased upon exercise of an Option or Stock Purchase Right shall lapse as to
all such Shares, provided the proposed dissolution or liquidation takes place at
the time and in the manner contemplated. To the extent it has not been
previously exercised, an Option or Stock Purchase Right will terminate
immediately prior to the consummation of such proposed action.
(c) Merger or Asset Sale. In the event of a merger of the
Corporation with or into another corporation, or the sale of substantially all
of the assets of the Corporation, each outstanding Option and Stock Purchase
Right shall be assumed or an equivalent option or right substituted by the
successor corporation or its parent. For the purposes of this paragraph, the
Option or Stock Purchase Right shall be considered assumed if, following the
merger or sale of assets, the option or right confers the right to purchase or
receive, for each Share of Optioned Stock subject to the Option or Stock
Purchase Right immediately prior to the merger or sale of assets, the
consideration (whether stock, cash, or other securities or property) received in
the merger or sale of assets by holders of Common Stock for each Share held on
the effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding Shares); provided, however, that if such consideration received
in the merger or sale of assets is not solely common stock of the successor
corporation or its parent, the Administrator may, with the consent of the
successor corporation, provide for the consideration to be received upon the
exercise of the Option or Stock Purchase Right, for each Share of Optioned Stock
subject to the Option or Stock Purchase Right, to be solely common stock of the
successor
<PAGE> 8
corporation or its parent equal in fair market value to the per share
consideration received by holders of Common Stock in the merger or sale of
assets.
13. Time of Granting Options and Stock Purchase Rights. The date of
grant of an Option or Stock Purchase Right shall, for all purposes, be the date
on which the Administrator makes the determination granting such Option or Stock
Purchase Right, or such other date as is determined by the Administrator. Notice
of the determination shall be given to each Service Provider to whom an Option
or Stock Purchase Right is granted within a reasonable time after the date of
such grant.
14. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board may at any time
amend, alter, suspend or terminate the Plan.
(b) Shareholder Approval. The Board shall obtain shareholder
approval of any Plan amendment to the extent necessary and desirable to comply
with Applicable Laws.
(c) Effect of Amendment or Termination. No amendment,
alteration, suspension or termination of the Plan shall impair the rights of any
Optionee, unless mutually agreed otherwise between the Optionee and the
Administrator, which agreement must be in writing and signed by the Optionee and
the Administrator. Termination of the Plan shall not affect the Administrator's
ability to exercise the powers granted to it hereunder with respect to Options
granted under the Plan prior to the date of such termination.
15. Conditions Upon Issuance of Shares.
(a) Legal Compliance. Shares shall not be issued pursuant to
the exercise of an Option unless the exercise of such Option and the issuance
and delivery of such Shares shall comply with Applicable Laws and shall be
further subject to the approval of counsel for the Corporation with respect to
such compliance.
(b) Investment Representations. As a condition to the exercise
of an Option, the Administrator may require the person exercising such Option to
represent and warrant at the time of any such exercise that the Shares are being
purchased only for investment purposes and without any present intention to sell
or distribute such Shares if, in the opinion of counsel for the Corporation,
such a representation is required.
16. Inability to Obtain Authority. The inability of the Corporation to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Corporation's counsel to be necessary to the lawful issuance
and sale of any Shares hereunder, shall relieve the Corporation of any liability
in respect of the failure to issue or sell such Shares as to which requisite
authority shall not have been obtained.
17. Shareholder Approval. The Plan was approved by the shareholders of
the Company on June 11, 1998. Further shareholder approval shall be obtained in
the degree and manner required under Applicable Laws.
<PAGE> 1
CERTIFICATE OF MERGER
OF
CNET SUB, INC.
AND
MYSIMON INC.
It is hereby certified that:
1. The constituent business corporations participating in the merger
herein certified are:
(i) CNET Sub, Inc., which is incorporated under the laws of the State
of Delaware; and
(ii) mySimon Inc., which is incorporated under the laws of the State of
California.
2. An Agreement of Merger has been approved, adopted, certified,
executed and acknowledged by each of the aforesaid constituent corporations in
accordance with the provisions of subsection (c) of Section 252 of the General
Corporation Law of the State of Delaware, to wit, by CNET Sub, Inc. in the same
manner as is provided in Section 251 of the General Corporation Law of the State
of Delaware and by mySimon Inc. in accordance with the laws of the State of its
incorporation.
3. The name of the surviving corporation in the merger herein certified
is mySimon Inc., which will continue its existence as said surviving corporation
under its present name upon the effective date of said merger pursuant to the
provisions of the laws of the State of its incorporation.
4. The certificate of incorporation of mySimon Inc., as now in force
and effect, shall continue to be the certificate of incorporation of said
surviving corporation until amended and changed pursuant to the provisions of
the laws of the State of its incorporation.
5. The executed Agreement of Merger between the aforesaid constituent
corporations is on file at an office of the aforesaid surviving corporation, the
address of which is as follows: 150 Chestnut Street, San Francisco, California
94111.
6. A copy of the aforesaid Agreement of Merger will be furnished by the
aforesaid surviving corporation, on request, and without cost, to any
stockholder of each of the aforesaid constituent corporations.
7. The aforesaid surviving corporation does hereby agree that it may be
served with process in the State of Delaware in any proceeding for enforcement
of any obligation of CNET Sub, Inc., as well as for enforcement of any
obligation of said surviving corporation arising from the
<PAGE> 2
merger herein certified, including any suit or other proceeding to enforce the
right, if any, of any stockholder of CNET Sub, Inc. as determined in appraisal
proceedings pursuant to the provisions of Section 262 of the General Corporation
Law of the State of Delaware; does hereby irrevocably appoint the Secretary of
State of the State of Delaware as its agent to accept service of process in any
such suit or other proceedings; and does hereby specify the following as the
address to which a copy of such process shall be mailed by the Secretary of
State of the State of Delaware: 150 Chestnut Street, San Francisco, California
94111.
Dated: February 29, 2000
CNET SUB, INC.
By: /s/ Sharon LeDuy
--------------------------------
Sharon LeDuy, Secretary
<PAGE> 3
Dated: February 29, 2000
MYSIMON INC.
By: /s/ Josh Goldman
--------------------------------
Josh Goldman, President
<PAGE> 1
March 2, 2000
To the Holders of the Capital Stock
of mySimon Inc.:
We are pleased to announce that the acquisition of mySimon Inc. by CNET
Networks, Inc., formerly CNET, Inc., was approved by the shareholders of mySimon
and became effective on February 29, 2000. Accordingly, each share of mySimon
capital stock has been converted into the right to receive shares of CNET common
stock in accordance with the conversion ratios set forth below, with cash in
lieu of any fractional shares.
<TABLE>
<CAPTION>
NUMBER OF SHARES OF CNET COMMON STOCK
CLASS OR SERIES TO BE ISSUED FOR EACH SHARE
OF mySIMON CAPITAL STOCK OF mySIMON CAPITAL STOCK
- ------------------------ -------------------------------------
<S> <C>
Common Stock 0.29756
Series A Preferred Stock 0.30072
Series B Preferred Stock 0.31259
Series C Preferred Stock 0.41216
Series D Preferred Stock 0.33760
</TABLE>
To receive your CNET shares and cash in lieu of fractional shares
(except for any dissenting shares), you must complete the enclosed Letter of
Transmittal, including the Substitute Form W-9, and forward it with your mySimon
share certificates to Harris Trust Company of New York, our Exchange Agent, in
the manner described in the instructions to the Letter of Transmittal.
Please note that we cannot assume the risk of loss of any certificates
sent by mail. We therefore suggest you send your mySimon share certificates by
registered or certified mail. We also recommend that you obtain appropriate
insurance for your mySimon share certificates.
Should you have any questions or need assistance in connection with the
surrender of your mySimon capital stock in exchange for CNET common stock as
described above, please contact Harris Trust Company of New York at (312)
588-4183.
Sincerely,
CNET NETWORKS, INC.
By: /s/ Douglas N. Woodrum
-------------------------------------
Name: Douglas N. Woodrum
Title: Executive Vice President and
Chief Financial Officer of
CNET Networks, Inc.
<PAGE> 2
LETTER OF TRANSMITTAL
TO SURRENDER CERTIFICATES
OF
CAPITAL STOCK, NO PAR VALUE
OF
mySIMON INC.
PURSUANT TO THE MERGER
WITH
CNET SUB, INC.
A WHOLLY-OWNED DIRECT SUBSIDIARY OF
CNET NETWORKS, INC.
The Exchange Agent:
HARRIS TRUST COMPANY OF NEW YORK
<TABLE>
<CAPTION>
BY MAIL: FOR INFORMATION CALL: BY HAND OR OVERNIGHT COURIER:
<S> <C> <C>
HARRIS TRUST COMPANY OF NEW YORK HARRIS TRUST COMPANY OF NEW YORK
WALL STREET STATION (312) 588-4183 WALL STREET PLAZA
P.O. BOX 1010 88 PINE STREET, 19TH FLOOR
NEW YORK, NEW YORK 10268-1010 NEW YORK, NEW YORK 10005
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE EXCHANGE AGENT.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed by former stockholders
(hereinafter referred to as "Stockholders") if certificates for former shares of
capital stock, no par value (the "Shares"), of mySimon Inc., a California
corporation (the "Company"), are to be forwarded herewith.
DESCRIPTION OF CERTIFICATES SURRENDERED
<TABLE>
<CAPTION>
- ------------------------------------------------------------ ---------------------------------------------------------
Name(s) and Address(es) of Registered Holder(s)
(Please fill in exactly as Certificate(s) and Share(s) Surrendered
name(s) appear(s) on Certificate(s)) (Attach additional signed list if necessary)
- ------------------------------------------------------------ -------------- ------------------- ----------------------
Class or Total Number of
Series of Certificate Shares Represented
Shares Number(s) by Certificate(s)
- ------------------------------------------------------------ -------------- ------------------- ----------------------
<S> <C> <C> <C>
- ------------------------------------------------------------ -------------- ------------------- ----------------------
- ------------------------------------------------------------ -------------- ------------------- ----------------------
- ------------------------------------------------------------ -------------- ------------------- ----------------------
- ------------------------------------------------------------ ---------------------------------- ----------------------
Total Shares:
- ------------------------------------------------------------ ---------------------------------- ----------------------
</TABLE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
<PAGE> 3
The undersigned hereby surrenders to Harris Trust Company of New York
(the "Exchange Agent") the above-described Shares in exchange for a number of
whole shares of common stock, par value $.0001 per share ("CNET Shares") of CNET
Networks, Inc., a Delaware corporation formerly known as CNET, Inc. ("CNET"),
upon the terms and subject to the conditions set forth in (i) the Agreement and
Plan of Merger, dated as of January 19, 2000 (the "Merger Agreement"), by and
among the Company, CNET and CNET Sub, Inc., a Delaware corporation, and (ii)
this Letter of Transmittal.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to surrender the Shares free and clear of all liens,
restrictions, charges and encumbrances, and that the same will not be subject to
any adverse claim. The undersigned, upon request, will execute and deliver any
additional documents deemed by the Exchange Agent or CNET to be necessary or
desirable to complete the surrender of the Shares surrendered hereby.
All authority herein conferred or agreed to be conferred shall not be
affected by and shall survive the death or incapacity of the undersigned and any
obligation of the undersigned hereunder shall be binding upon the heirs,
personal representatives, successors and assigns of the undersigned.
Unless otherwise indicated herein under "Special Issuance
Instructions," the Exchange Agent will issue the certificate(s) and any cash in
lieu of fractional Shares in the name(s) of the registered holder(s) appearing
under "Description of Certificates Surrendered." Similarly, unless otherwise
indicated herein under "Special Delivery Instructions," the Exchange Agent will
mail the certificate(s) and any cash in lieu of fractional Shares to the
address(es) of the registered holder(s) appearing under "Description of
Certificates Surrendered." In the event that either the Special Delivery
Instructions and/or the Special Issuance Instructions are completed, the
Exchange Agent will issue the certificate(s) and any cash in lieu of fractional
Shares in the name of, and deliver such certificate(s) and/or any cash in lieu
of fractional Shares to, the person or persons so indicated.
<TABLE>
<CAPTION>
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 3, 4, AND 5) (SEE INSTRUCTIONS 1, 3, 4 AND 5)
- ---------------------------------------------------------- -------------------------------------------------------
<S> <C>
To be completed ONLY if the certificate(s) for CNET To be completed ONLY if the certificate(s) for CNET
Shares and cash in lieu of fractional CNET Shares, if Shares and cash in lieu of fractional CNET Shares, if
any, is (are) to be issued in the name of someone other any, is (are) to be sent to someone other than the
than the undersigned. undersigned or to the undersigned at an address other
than that shown above.
Name Name
----------------------------------------------------- ---------------------------------------------------
(PLEASE PRINT) (PLEASE PRINT)
Address Address
-------------------------------------------------- ------------------------------------------------
(INCLUDE ZIP CODE) (INCLUDE ZIP CODE)
- ---------------------------------------------------------- --------------------------------------------------------
(TAX ID. OR SOCIAL SECURITY NO.)
(SEE SUBSTITUTE FORM W-9 ON THE REVERSE SIDE)
</TABLE>
2
<PAGE> 4
SIGN HERE
AND COMPLETE SUBSTITUTE FORM W-9 ON REVERSE
-------------------------------------------------------------------------
SIGN SIGN
HERE X HERE
------------------------------------------------------------------
X
------------------------------------------------------------------
(SIGNATURE(S) OF STOCKHOLDER(S))
Dated: , 2000
-------------------------------------------------------
Area Code and Telephone Number
-------------------------------------
Tax Identification or
Social Security No.
------------------------------------------------
(Must be signed by the registered holder(s) EXACTLY as name(s) appear(s)
on the Share certificate(s) or by person(s) authorized to become
registered holder(s) by certificates and documents transmitted herewith.
If signature is by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a
fiduciary or representative capacity, please provide the following
information and see Instruction 3.)
Name(s)
------------------------------------------------------------
-------------------------------------------------------------------
(PLEASE PRINT)
Capacity (full title)
----------------------------------------------
Address
------------------------------------------------------------
-------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number
-------------------------------------
Tax Identification or
Social Security No.
------------------------------------------------
COMPLETE SUBSTITUTE FORM W-9 ON REVERSE
GUARANTEE OF SIGNATURE(S) (IF REQUIRED)
(SEE INSTRUCTIONS 3 AND 5)
Authorized Signature
----------------------------------------------
Name
-------------------------------------------------------------
Name of Firm
-----------------------------------------------------
(PLEASE PRINT)
Address
----------------------------------------------------------
(INCLUDE ZIP CODE)
3
<PAGE> 5
PAYER'S NAME: HARRIS TRUST COMPANY OF NEW YORK
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SUBSTITUTE Part 1--PLEASE PROVIDE YOUR TIN IN THE Social Security Number
BOX AT RIGHT AND CERTIFY BY SIGNING AND or Employer
FORM W-9 DATING BELOW. Identification Number
-------------------------
-------------------------------------------------------------------------------------
Department of the Treasury Part 2--FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING PLEASE WRITE "EXEMPT" HERE (SEE
INSTRUCTIONS)
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Internal Revenue Service Part 3--Certification--Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number (or
PAYER'S REQUEST FOR TAXPAYER I am waiting for a number to be issued to me) and
IDENTIFICATION NUMBER ("TIN")
AND CERTIFICATION (2) I am not subject to backup withholding because: (a) I am exempt from backup
withholding, or (b) I have not been notified by the Internal Revenue Service
(the "IRS") that I am subject to backup withholding as a result of a failure
to report all interest or dividends or (c) the IRS has notified me that I am
no longer subject to backup withholding.
- -----------------------------------------------------------------------------------------------------------------------
SIGN HERE Signature
----------------------------------------------------------------------------
Date , 2000
----------------------------------------------------------------------
- --------------------------------- -------------------------------------------------------------------------------------
</TABLE>
You must cross out Item (2) in Part 3 above if you have been notified by the IRS
that you are currently subject to backup withholding because of under-reporting
interest or dividends on your tax return. However, if after being notified by
the IRS that you were subject to backup withholding you received another
notification from the IRS that you are no longer subject to backup withholding,
do not cross out such Item (2).
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
WROTE "APPLIED FOR" IN PART 1 OF THE
SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I CERTIFY UNDER PENALTIES OF PERJURY THAT A TAXPAYER IDENTIFICATION NUMBER HAS
NOT BEEN ISSUED TO ME, AND THAT I MAILED OR DELIVERED AN APPLICATION TO RECEIVE
A TAXPAYER IDENTIFICATION NUMBER TO THE APPROPRIATE INTERNAL REVENUE SERVICE
CENTER OR SOCIAL SECURITY ADMINISTRATION OFFICE (OR I INTEND TO MAIL OR DELIVER
AN APPLICATION IN THE NEAR FUTURE). I UNDERSTAND THAT IF I DO NOT PROVIDE A
TAXPAYER IDENTIFICATION NUMBER TO THE PAYER WITHIN 60 DAYS, THE PAYER IS
REQUIRED TO WITHHOLD 31% OF ALL CASH PAYMENTS MADE TO ME THEREAFTER UNTIL I
PROVIDE A NUMBER.
- --------------------------------------- ------------------------------
SIGNATURE DATE
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY CASH PAYMENTS MADE TO YOU PURSUANT TO
THE MERGER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.
4
<PAGE> 6
INSTRUCTIONS
1. DO NOT ENDORSE your certificate(s) or accompany it (them) with any stock
power if your Shares certificate(s) is (are) registered in the name(s) of the
person(s) executing this Letter of Transmittal and no special issuance
instructions are provided.
2. DELIVERY OF CERTIFICATES. When this Letter of Transmittal has been properly
filled in, dated and signed, mail or deliver it, together with the
certificate(s) for the Shares, to the Exchange Agent at the appropriate address
set forth on the front of this Letter of Transmittal. THE METHOD OF DELIVERY OF
CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE RISK OF THE SURRENDERING
STOCKHOLDER. A RETURN ENVELOPE FOR MAILING IS ENCLOSED. IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
3. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. If this
Letter of Transmittal is signed by the registered holder(s) of the Shares
surrendered hereby, the signature(s) must correspond with the name(s) as written
on the face of the certificate(s) without alteration, enlargement or any change
whatsoever.
If any of the Shares surrendered hereby are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.
If any of the surrendered Shares are registered in different names on
several certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal or any certificates or stock powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and proper evidence
satisfactory to CNET of their authority to so act must be submitted.
If this Letter of Transmittal is signed by the registered holder(s) of
the Shares listed and transmitted hereby, no endorsements of certificates or
separate stock powers are required unless payment is to be made to a person
other than the registered holder(s). Signatures on such certificates or stock
powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the certificate(s) listed, the certificates must be
endorsed or accompanied by stock powers or other appropriate instrument of
transfer and payment for, or evidence of payment of, any applicable transfer
taxes, in either case signed exactly as the name(s) of the registered holder(s)
appear on the certificates. Signatures on such certificates or stock powers must
be guaranteed by an Eligible Institution.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If you wish your certificate(s)
and cash in lieu of fractional Shares, if any, to be issued in the name of the
registered holder(s) but delivered to someone other than the registered
holder(s), complete the box marked "Special Delivery Instructions." If you wish
your certificate(s) and cash in lieu of fractional Shares, if any, to be issued
in the name of someone other than the registered holder(s), complete the box
marked "Special Issuance Instructions." If both of these boxes are left blank,
the certificate(s) and cash in lieu of fractional Shares, if any, will be issued
in the name of, and delivered to, the registered holder(s). If either box is
filled in, you will be required to obtain a signature guarantee. See Instruction
5.
5. GUARANTEE OF SIGNATURES. No signature guarantee is required on this Letter of
Transmittal (a) if this Letter of Transmittal is signed by the registered
holder(s) of Shares surrendered herewith, unless such holder(s) has completed
either the box entitled "Special Issuance Instructions" or the box entitled
"Special Delivery Instructions" above, or (b) if such Shares are surrendered for
the account of a firm which is a bank, broker, dealer, credit union, savings
association or other entity which is a member in good standing of the Securities
Transfer Agents Medallion Program ("STAMP"), Stock Exchange Medallion Program
("SEMP") or New York Stock Exchange Medallion Signature Program ("MSP") (each of
the foregoing being referred to as an "Eligible Institution"). In all other
cases, all signatures on this Letter of Transmittal must be guaranteed by an
Eligible Institution. See Instruction 4 of this Letter of Transmittal.
5
<PAGE> 7
6. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions or requests for
assistance may be directed to the Exchange Agent at its address and telephone
number set forth herein. Additional copies of this Letter of Transmittal may
also be obtained from the Exchange Agent.
7. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate representing
Shares has been lost, destroyed or stolen, the Stockholder should promptly
notify the Exchange Agent. The Stockholder will then be instructed as to the
steps that must be taken in order to replace the certificate. This Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing lost, destroyed or stolen certificates have been followed.
8. IMPORTANT TAX INFORMATION. Under U.S. Federal income tax law, a Stockholder
surrendering a certificate(s) is required to provide the Exchange Agent with
such Stockholder's correct taxpayer identification number ("TIN") on Substitute
Form W-9. If the Exchange Agent is not provided with the correct TIN, the
Internal Revenue Service may subject the Stockholder or other payee to a $50
penalty. In addition, payments that are made to such Stockholder or other payee
with respect to a certificate(s) surrendered pursuant to the Merger Agreement
may be subject to 31% backup withholding.
Certain stockholders are not subject to these backup withholding and
reporting requirements and should so indicate in Part 2 of the Substitute Form
W-9 by writing "Exempt" where appropriate. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for more
instructions.
If backup withholding applies, the Exchange Agent is required to
withhold 31% of any such payments made to the Stockholder or other payee. Backup
withholding is not an additional tax. Rather, the tax liability of persons
subject to backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained from
the Internal Revenue Service.
The box in Part 3 of the Substitute Form W-9 may be checked if the
surrendering Stockholder has not been issued a TIN and has applied for a TIN or
intends to apply for a TIN in the near future. If the box in Part 3 is checked,
the Stockholder or other payee must also complete the Certificate of Awaiting
Taxpayer Identification Number in order to avoid backup withholding.
Notwithstanding that the box in Part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Exchange Agent will
withhold 31% of all payments made prior to the time a properly certified TIN is
provided to the Exchange Agent.
The Stockholder is required to give the Exchange Agent the TIN (e.g.,
social security number or employer identification number) of the record owner of
the Shares or of the last transferee appearing on the transfers attached to, or
endorsed on, the Shares. If the Shares are in more than one name or are not in
the name of the actual owner, consult the enclosed "Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9" for additional
guidance on which number to report.
9. TRANSFER TAXES. If (a) this Letter of Transmittal is signed by any person(s)
other than the registered holder(s) of the Share certificate(s) or (b) the
certificate(s) and cash in lieu of fractional CNET Shares, if any, are to be
issued to any person other than the registered holder(s) of the Share
certificate(s), the amount of any stock transfer taxes (whether imposed on the
registered holder(s) or such person(s)), payable on account of the transfer to
such person shall be delivered to the Exchange Agent or satisfactory evidence of
the payment of such taxes or non-applicability thereof shall be submitted to the
Exchange Agent before the certificate(s) and cash in lieu of fractional CNET
Shares, if any, will be issued.
6
<PAGE> 1
April 21, 2000
CNET, Inc.
150 Chestnut
San Francisco, California 94111
Re: Registration Statement on Form S-8 for the mySimon Inc. Amended and
Restated 1998 Stock Plan
Ladies and Gentlemen:
I have acted as counsel to CNET Networks, Inc., a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended, of 1,684,025 shares (the "Shares") of the Company's common
stock, $.0001 par value per share, issuable upon the exercise of options (the
"Options") granted pursuant to the mySimon Inc. Amended and Restated 1998 Stock
Plan (the "Plan"). The Shares are being registered pursuant to a registration
statement on Form S-8 to be filed with the Securities and Exchange Commission on
or about April 24, 2000 (the "Registration Statement").
In connection with this opinion, I have examined such documents and
records of the Company and such statutes, regulations, and other instruments and
certificates as I have deemed necessary or advisable for the purposes of this
opinion. I have assumed that all signatures on all documents presented to me are
genuine, that all documents submitted to me as originals are accurate and
complete, and that all documents submitted to me as copies are complete and
correct copies of the originals thereof. I have also relied upon such
certificates of public officials, corporate agents and officers of the Company
and such other certifications with respect to the accuracy of material factual
matters contained therein which were not independently established.
Based on the foregoing, I am of the opinion that the Shares will be, if
and when issued and paid for in accordance with the Options and the Plan,
validly issued, fully paid and nonassessable, assuming the Company maintains an
adequate number of authorized but unissued shares of common stock available for
such issuance, and further assuming that the consideration actually received by
the Company for the Shares exceeds the par value thereof.
I consent to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent, I do not admit that I am included in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission.
Very truly yours,
/s/ Sharon A. Le Duy
Sharon A. Le Duy
Associate Vice President - Legal Affairs
CNET Networks, Inc.
<PAGE> 1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
CNET Networks, Inc.:
We consent to the incorporation by reference in this Registration Statement of
CNET Networks, Inc., formerly known as CNET, Inc. ("CNET"), on Form S-8 of our
report dated as of February 29, 2000, appearing in CNET's annual report on Form
10-K for the fiscal year ended December 31, 1999.
/s/ KPMG LLP
KPMG LLP
San Francisco, California
April 24, 2000
<PAGE> 1
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Halsey M. Minor, Shelby W. Bonnie, and Douglas N. Woodrum his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign the Registration Statement on Form S-8 of CNET Networks,
Inc. relating to the mySimon Amended and Restated 1998 Stock Plan, and any and
all amendments thereto (including post-effective amendments), and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, and hereby grants to such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or his or
their substitute or substitutes may lawfully do or cause to be done by virtue
hereof. This document may be executed in separate counterparts, each of which
when executed and delivered shall be an original, but all of which shall
together constitute but one and the same instrument.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Richard J. Marino President and Chief Operating Officer March 8, 2000
- ------------------------
Richard J. Marino
/s/ Halsey M. Minor Chairman of the Board March 8, 2000
- ------------------------
Halsey M. Minor
/s/ Shelby W. Bonnie Chief Executive Officer, March 8, 2000
- ------------------------ Secretary and Director
Shelby W. Bonnie
/s/ Douglas N. Woodrum Executive Vice President, March 8, 2000
- ------------------------ Chief Financial Officer
Douglas N. Woodrum and Director
/s/ John C. Colligan Director March 9, 2000
- ------------------------
John C. Colligan
/s/ Mitchell Kertzman Director March 9, 2000
- ------------------------
Mitchell Kertzman
/s/ Eric Robison Director March 9, 2000
- ------------------------
Eric Robison
</TABLE>
